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Dimensional Fund Advisors LP reports beneficial ownership of 5,568,602 shares of SM Energy Co common stock, representing 4.9% of the outstanding class as of the reported date. Dimensional has sole voting power over 5,470,543 of these shares and sole dispositive power over 5,568,602 shares, with no shared voting or dispositive power.
The shares are owned by various funds and accounts advised or sub-advised by Dimensional and its subsidiaries, and Dimensional disclaims beneficial ownership beyond what is required for Section 13(d) reporting. Dimensional certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of SM Energy.
SM Energy Company filed an 8-K to provide supplemental disclosure for its pending all-stock mergers with Civitas Resources after receiving demand letters from purported stockholders claiming the joint proxy statement/prospectus lacked certain details. The company and its directors dispute that any additional disclosure is legally required, but are adding information to avoid potential delays or litigation risk while denying any wrongdoing.
The filing expands Evercore’s valuation analysis. For SM Energy, a net asset value analysis using management reserve data and pricing produced implied equity values of $15.47 to $22.63 per share, versus a closing price of $20.54 on October 30, 2025. For Civitas, a similar analysis indicated $23.22 to $33.09 per share, compared with a $28.72 closing price and an implied offer price of $29.78 based on the 1.45x exchange ratio.
The supplement also details discounted cash flow ranges, comparable-company trading multiples, and equity research price targets, and confirms that stockholder meetings for both companies remain scheduled for January 27, 2026.
SM Energy Company is proposing to acquire Civitas Resources, Inc. through a two-step merger, creating a single combined oil and gas company. In the first merger, each eligible share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, after which Civitas will merge into SM Energy in a second step.
After closing, former SM Energy stockholders are expected to own about 48% of the combined company and former Civitas stockholders about 52%. The deal requires approval of SM Energy’s stock issuance and a charter amendment increasing authorized common shares from 200 million to 400 million, as well as Civitas stockholder approval of the merger agreement. Both boards unanimously support the transaction, and special virtual stockholder meetings are scheduled for January 27, 2026.
SM Energy Company reports a planned leadership transition and progress on its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role upon closing of the two-step merger with Civitas. The company expects he will stay on as an advisor after closing to support transition and integration, with terms to be agreed.
The company reiterates the structure of the Civitas deal, in which Civitas will first become a wholly owned subsidiary and then merge into SM Energy. A key regulatory step has been cleared as the Federal Trade Commission granted early termination of the 30-day waiting period under the HSR Act effective December 18, 2025. SM Energy now expects the mergers to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions.
SM Energy Company plans a stock-for-stock acquisition of Civitas Resources, where each Civitas share will be converted into 1.45 shares of SM Energy common stock. After closing, former SM Energy and Civitas stockholders are expected to own about 48% and 52% of the combined company, respectively.
Both companies will hold virtual special meetings on January 27, 2026. SM Energy investors will vote on issuing new shares for the merger and on amending its charter to increase authorized common stock from 200 million to 400 million. Civitas investors will vote on adopting the merger agreement and an advisory proposal on executive compensation. The combination is intended to qualify as a tax-free reorganization for most U.S. Civitas stockholders, except for cash in lieu of fractional shares.
SM Energy Company has filed a Form S-4 outlining an all‑stock acquisition of Civitas Resources via a two‑step merger structure. Civitas stockholders will receive 1.45 shares of SM Energy common stock for each share of Civitas common stock they own at the first effective time. After closing, former SM Energy stockholders are expected to own about 48% of the combined company and former Civitas stockholders about 52%.
To complete the deal, SM Energy stockholders will vote at a virtual special meeting on issuing new SM shares for the merger and doubling authorized common shares from 200 million to 400 million. Civitas stockholders will vote on adopting the merger agreement and a non‑binding advisory vote on merger‑related executive compensation. Both boards unanimously recommend voting in favor, and a key Civitas holder, Kimmeridge Chelsea, LLC, has entered a voting agreement supporting the transaction. The companies expect to close the mergers in the first quarter of 2026, intend the deal to qualify as a tax‑free reorganization, and plan for Civitas stock to be delisted while SM Energy stock continues trading on the NYSE under “SM.”
SM Energy Company reported that it and Civitas Resources issued a joint press release and investor presentation providing additional details on their planned merger and outlining upcoming investor conference participation. The materials describe expectations for the combined business, including potential synergies, increased scale, operational plans and a leadership transition involving the CEO, COO and post-closing board. The companies also discuss plans to divest at least $1 billion of assets within one year of closing, an intention to continue a fixed quarterly dividend of $0.20 per share, and goals related to cash flow, debt reduction and margin improvements. The report emphasizes that these are forward-looking statements subject to regulatory approvals, shareholder votes and other closing conditions, and directs investors to future proxy and registration materials for more information.
SM Energy filed Amendment No. 1 to its Q3 2025 Form 10‑Q to correct a typographical error in the Risk Factors section related to the termination fee under the Merger Agreement. The amendment also includes updated Section 302 certifications; it does not change prior financial disclosures.
The company reiterates merger-related risks: it expects to issue approximately 126.3 million shares of common stock pursuant to the Merger Agreement, which could dilute earnings per share and pressure the stock price. The Merger is expected in the first quarter of 2026, but timing and completion remain uncertain and subject to conditions, including shareholder approvals and regulatory clearances. If the agreement is terminated under specified circumstances, the company would owe a termination fee of approximately $79.0 million to Civitas. Integration challenges, potential litigation, and non‑recurring transaction costs during 2025 and part of 2026 are also noted. Shares outstanding were 114,554,192 as of October 22, 2025.
SM Energy Company announced a definitive Agreement and Plan of Merger with Civitas Resources. At closing, each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, subject to customary conditions and approvals. The transaction uses a two‑step merger structure in which Civitas first becomes a wholly owned subsidiary of SM Energy and then merges into SM Energy.
SM Energy will seek stockholder approval for the stock issuance and to amend its charter to increase authorized common shares to 400,000,000. The combined board will have 11 directors (six from SM Energy and five from Civitas) and three committees with designated chairs as outlined. Closing conditions include Civitas stockholder approval, SM Energy stockholder approvals, HSR clearance, NYSE listing approval for the new shares, and effectiveness of a Form S‑4, plus a tax opinion that the mergers qualify under Section 368(a).
The Merger Agreement includes outside dates of August 3, 2026 (with potential extension to November 2, 2026 for antitrust matters) and termination fees of $85,000,000 (Civitas) or $79,000,000 (SM Energy), with expense reimbursements of $26,000,000 or $24,000,000 in specified stockholder‑vote failures.